Federal Register / Vol. 89, No. 245 / Friday, December 20, 2024 / Notices 104277 

1See Order Specifying the Manner and Format of 

Filing Unaudited Financial and Operational 

Information by Security-Based Swap Dealers and 

Major Security-Based Swap Participants That Are 

Not U.S. Persons and Are Relying on Substituted 

Compliance Determinations With Respect to Rule 

18a–7, Exchange Act Release No. 93335 (Oct. 14, 

2021), 86 FR 59208 (Oct. 26, 2021) (‘‘2021 Manner 

and Format Order’’). 

2See infra n.12. 

3See 2021 Manner and Format Order at Apps. A 

and B. 

4See Recordkeeping and Reporting Requirements 

for Security-Based Swap Dealers, Major SecurityBased Swap Participants, and Broker-Dealers; 

Correction, Exchange Act Release No. 87005D (Feb. 

2, 2022), 87 FR 7934 (Feb. 11, 2022). 

5See Electronic Submission of Certain Materials 

Under the Securities Exchange Act of 1934; 

Amendments Regarding the FOCUS Report, 

Exchange Act Release No. 101925 (December 16, 

2024) (the ‘‘Electronic Submission Release’’). 

6See id. 

7 In particular, the FOCUS Reports highlighting 

the fields required for Covered Entities are being 

revised to specify the following: (1) Firms must 

complete new lines 1F–1H (commissions on 

commodity transactions, all other commissions, 

total commissions) in the Statement of Income 

section of FOCUS Report Part II. (2) Because box 

1754b is being renumbered box JJ34b, firms must 

complete box JJ34b instead of box 1754b. (3) Firms 

must complete box 2143b (intangible assets) instead 

of boxes 3163b (goodwill) and 0426b (other 

intangible assets) since the Electronic Submission 

Release replaces boxes 3163b and 0426b (which are 

subtypes of intangible assets) with box 2143b. (4) 

Firms must complete new boxes P793b (common 

equity tier 1 capital ratio—column A) and P793bb 

(common equity tier 1 capital ratio—column B), as 

applicable, due to the addition of this capital ratio 

to Basel III regulations. These changes have the 

same effective date and compliance date specified 

in the Electronic Submission Release. 

8See 17 CFR 240.17a–5(a). 

9See 17 CFR 240.18a–7(a). 

10See Order Designating Financial Industry 

Regulatory Authority, Inc., to Receive Form X–17A– 

5 (FOCUS Report) from Certain Security-Based 

Swap Dealers and Major Security-Based Swap 

Participants, Exchange Release No. 34–88866 (May 

14, 2020). 

11See 17 CFR 240.3a71–6. 

12See Order Granting Conditional Substituted 

Compliance in Connection with Certain 

Requirements Applicable to Non-U.S. SecurityBased Swap Dealers and Major Security-Based 

Swap Participants Subject to Regulation in the 

Federal Republic of Germany, Exchange Act Release 

No. 90765 (Dec. 22, 2020), 85 FR 85686 (Dec. 29, 

2020); Order Granting Conditional Substituted 

Compliance in Connection with Certain 

Requirements Applicable to Non-U.S. SecurityBased Swap Dealers and Major Security-Based 

Swap Participants Subject to Regulation in the 

French Republic, Exchange Act Release No. 92484 

(July 23, 2021), 86 FR 41612 (Aug. 2, 2021); Order 

Granting Conditional Substituted Compliance in 

Connection with Certain Requirements Applicable 

to Non-U.S. Security-Based Swap Dealers and 

Major Security-Based Swap Participants Subject to 

Regulation in the United Kingdom, Exchange 

Release No. 92529 (June 30, 2021), 86 FR 43318 

(Aug. 6, 2021); Order Granting Conditional 

Substituted Compliance in Connection With Certain 

Requirements Applicable to Non-U.S. SecurityBased Swap Dealers Subject to Regulation in the 

Swiss Confederation, Exchange Act Release No. 

93284 (Oct. 8, 2021), 86 FR 57455 (Oct. 15, 2021); 

Order Granting Conditional Substituted 

Compliance in Connection With Certain 

Requirements Applicable to Non-U.S. SecurityBased Swap Dealers and Major Security-Based 

Swap Participants Subject to Regulation in the 

Kingdom of Spain, Exchange Act Release No. 93412 

(Oct. 22, 2021), 86 FR 59776 (Oct. 28, 2021). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101932] 

Amended and Restated Order 

Specifying the Manner and Format of 

Filing Unaudited Financial and 

Operational Information by SecurityBased Swap Dealers and Major 

Security-Based Swap Participants That 

are not U.S. Persons and are Relying 

on Substituted Compliance 

Determinations With Respect to Rule 

18a–7 

I. Overview 

On October 14, 2021, the U.S. 

Securities and Exchange Commission 

(‘‘Commission’’) issued an order 1

specifying the manner and format of 

unaudited financial and operational 

information security-based swap dealers 

and major security-based swap 

participants (collectively, ‘‘SBS 

Entities’’) relying on a Commission 

substituted compliance order (‘‘Covered 

Entities’’) 2 must file if they are relying 

on substituted compliance with respect 

to Securities Exchange Act of 1934 

(‘‘Exchange Act’’) Rule 18a–7(a)(1) or 

(a)(2). The 2021 Manner and Format 

Order specified that these SBS Entities 

must complete the highlighted line 

items in Parts II and IIC of Form X– 

17A–5 (‘‘FOCUS Report’’), which were 

attached to the 2021 Manner and Format 

Order as appendices.3

Since that time, FOCUS Report Parts 

II and IIC have been amended so that 

the appendices to the 2021 Manner and 

Format Order no longer contain the 

most current versions of the FOCUS 

Report. First, the Commission made 

technical amendments to correct the 

formula in FOCUS Report Part II’s 

‘‘Computation of CFTC Minimum 

Capital Requirements’’ section and to 

assign new box numbers to certain line 

items in FOCUS Report Part IIC.4

Second, the Commission amended 

FOCUS Report Part IIC to incorporate 

modifications to FFIEC Form 031.5 The 

Commission also amended FOCUS 

Report Part II by: removing obsolete 

references to the Commodity Futures 

Trading Commission’s (‘‘CFTC’’) 

segregated funds requirement; adding 

fields to report additional types of 

revenue; revising the ‘‘Computation of 

CFTC Minimum Capital Requirements’’ 

section to be consistent with the CFTC’s 

Form 1–FR; and updating the customer 

and PAB (proprietary accounts of 

broker-dealers) reserve computations in 

the form to match amendments to these 

computations in Exchange Act Rule 

15c3–3a.6

The Commission is issuing this 

amended and restated manner and 

format order (‘‘2024 Manner and Format 

Order’’ or ‘‘this Order’’) to incorporate 

these amendments to FOCUS Report 

Parts II and IIC 7 and to specify that the 

FOCUS Report highlighting the fields 

required for Covered Entities are located 

on the Commission’s website (instead of 

attaching them as appendices to this 

Order). This Order supersedes and 

replaces the 2021 Manner and Format 

Order. 

II. Introduction 

As discussed in the 2021 Manner and 

Format Order, broker-dealers are 

required to file on a monthly or 

quarterly basis the applicable part of the 

FOCUS Report.8 Broker-dealers and SBS 

Entities use the FOCUS Report to 

submit unaudited financial and 

operational information that is used by 

the Commission and broker-dealer selfregulatory organizations (if applicable) 

to monitor and supervise the firms. 

Exchange Act Rule 18a–7 (‘‘Rule 18a– 

7’’) requires SBS Entities not dually 

registered with the Commission as a 

broker-dealer to file Part II or Part IIC of 

the FOCUS Report with the Commission 

or its designee.9 The Commission has 

designated the Financial Industry 

Regulatory Association, Inc. (‘‘FINRA’’) 

as the organization with which SBS 

Entities must file Part II or Part IIC of 

the FOCUS Report.10

As discussed in the 2021 Manner and 

Format Order, Exchange Act Rule 3a71– 

6 (‘‘Rule 3a71–6’’) conditionally 

provides that SBS Entities that are not 

U.S. persons may satisfy certain 

requirements under Exchange Act 

section 15F, including Rule 18a–7, by 

complying with comparable regulatory 

requirements of the SBS Entity’s home 

jurisdiction.11 Pursuant to Rule 3a71–6, 

the Commission has issued orders 

granting conditional substituted 

compliance with respect to certain 

requirements applicable to SBS Entities 

subject to regulation in France, 

Germany, Switzerland, Spain, and the 

United Kingdom (‘‘substituted 

compliance orders’’).12 The substituted 

compliance orders permit certain SBS 

Entities in those jurisdictions to apply 

substituted compliance for specified 

Exchange Act requirements. 

The substituted compliance orders 

permit a Covered Entity to satisfy the 

requirements of Rule 18a–7 with respect 

to filing Part II or Part IIC of the FOCUS 

Report by being subject to and 

complying with specified requirements 


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104278 Federal Register / Vol. 89, No. 245 / Friday, December 20, 2024 / Notices 

13See 17 CFR 240.18a–1 through 18a–1d. 

14See 17 CFR 240.18a–6(b)(1)(viii). Rule 18a– 

6(b)(1)(viii) requires SBS Entities without a 

prudential regulator to preserve specified 

information in support of amounts included in the 

FOCUS Report Part II prepared as of the audit date. 

Id. 

15This Order applies to the manner and format 

condition in the existing substituted compliance 

orders and to any future orders that include the 

manner and format condition. If necessary to 

achieve comparable regulatory outcomes, the 

Commission may prescribe additional conditions in 

a future substituted compliance order with respect 

to a particular jurisdiction to tailor a Covered 

Entity’s reliance on the manner and format 

condition to the relevant laws in the jurisdiction. 

16See paragraph (a) of the ordering language 

below. 

17See paragraph (a)(1) of the ordering language 

below. 

18See paragraph (a)(2) of the ordering language 

below. 

19See paragraph (b) of the ordering language 

below. The minimum required line items are 

highlighted on Part II of the FOCUS Report (if not 

prudentially regulated) or Part IIC of the FOCUS 

Report (if prudentially regulated) and are available 

on the Commission’s website. An SBS Entity may 

report information elicited in other line items on 

the applicable FOCUS Report if it chooses to do so. 

Further, as is the case with SBS Entities, Covered 

Entities must complete required line items if 

applicable. For example, under this Order, Covered 

Entities need to complete line items linked to 

Exchange Rule 18a–4 (‘‘Rule 18a–4’’). 17 CFR 

240.18a–4. However, the Commission expects most, 

if not all, Covered Entities will operate under an 

exemption to the segregation requirements of Rule 

18a–4. Almost all the line items linked to Rule 18a– 

4 apply if the Covered Entity is not operating under 

the exemption. Therefore, a Covered Entity 

operating under the exemption need not complete 

these line items (there is a line item to indicate the 

firm is operating under the exemption, which will 

need to be completed if applicable). 

20See paragraph (c) of the ordering language 

below. 

21See paragraph (d) of the ordering language 

below. 

22See paragraph (d) of the ordering language 

below. 

in the Covered Entity’s home 

jurisdiction, subject to additional 

conditions designed to help ensure 

comparability of regulatory outcomes. In 

particular, the conditions for applying 

substituted compliance with respect to 

Rule 18a–7 are that the Covered Entity: 

(1) is subject to and complies with the 

relevant comparable requirements of the 

home jurisdiction; (2) files periodic 

unaudited financial and operational 

information with the Commission or its 

designee in the manner and format 

required by Commission rule or order 

and presents the financial information 

in the filing in accordance with 

generally accepted accounting 

principles (‘‘GAAP’’) that the Covered 

Entity uses to prepare general purpose 

publicly available or available to be 

issued financial statements in the home 

jurisdiction (‘‘manner and format 

condition’’); (3) applies substituted 

compliance for the capital requirements 

of Exchange Act Rules 18a–1 through 

18a–1d (collectively, ‘‘Rule 18a–1’’) if 

the Covered Entity does not have a 

prudential regulator; 13 and (4) applies 

substituted compliance for the record 

preservation requirements of Exchange 

Act Rule 18a–6(b)(1)(viii) (‘‘Rule 18a– 

6(b)(1)(viii)’’) if the Covered Entity does 

not have a prudential regulator.14

This Order specifies how a Covered 

Entity must meet the manner and format 

condition in a substituted compliance 

order.15

III. Discussion 

A. Manner of Filing 

i. Use Part II or IIC of the FOCUS Report 

and the eFOCUS System Administered 

by FINRA 

As discussed in the 2021 Manner and 

Format Order, a Covered Entity must 

file the financial and operational 

information in the format discussed 

below with the Commission through the 

SEC eFOCUS system administered by 

FINRA (‘‘SEC eFOCUS system’’).16

ii. Frequency and Timing of Filing 

As discussed in the 2021 Manner and 

Format Order, a Covered Entity without 

a prudential regulator must file the 

FOCUS Report Part II 35 calendar days 

after the end of the month.17 A Covered 

Entity with a prudential regulator must 

file the FOCUS Report Part IIC 35 

calendar days after the end of the 

quarter.18

B. Format of Filing 

i. Complete a Specified Set of Line Items 

on the FOCUS Report 

Part II and Part IIC of the FOCUS 

Report elicit financial and operational 

information about the filer through 

sections consisting of uniquely 

numbered line items. The information 

(e.g., a number or dollar amount) is 

entered into the line items. Under Rule 

18a–7, an SBS Entity must use Part II or 

Part IIC of the FOCUS Report to submit 

required financial and operational 

information by filling out all applicable 

line items on the form. 

As discussed in the 2021 Manner and 

Format Order and as discussed above, 

Covered Entities must complete a 

limited set of applicable line items on 

Part II or Part IIC of the FOCUS Report 

(as applicable).19

ii. Report Information on a Consolidated 

or Unconsolidated Basis 

As discussed in the 2021 Manner and 

Format Order, Covered Entities are 

permitted to present the information in 

Part II or Part IIC of the FOCUS Report 

(as applicable) at the entity level of the 

Covered Entity on the same basis 

(consolidated or unconsolidated) that 

the Covered Entity presents information 

in the financial reports it files in its 

home jurisdiction.20

iii. Covered Entities Without a 

Prudential Regulator Must Complete the 

Regulatory Capital Section of Part IIC of 

the FOCUS Report 

As discussed in the 2021 Manner and 

Format Order, Covered Entities without 

a prudential regulator must complete 

the Regulatory Capital section from Part 

IIC of the FOCUS Report, rather than 

completing the Computation of Net 

Capital and Computation of Minimum 

Regulatory Capital Requirements 

sections from Part II of the FOCUS 

Report.21 Because Part II of the FOCUS 

Report does not include a section to 

calculate capital under the Basel capital 

standard, the version of that form 

highlighting required fields for Covered 

Entities includes the capital calculation 

section from Part IIC of the FOCUS 

Report. 

iv. Report Basel Capital Standard 

Calculation Pursuant to Home Country 

Requirements 

As discussed in the 2021 Manner and 

Format Order, a Covered Entity is 

permitted to complete the capital line 

items in the filings, if the FOCUS Report 

Part IIC is used as the filing form, in a 

manner consistent with its home 

jurisdiction’s capital standards and 

related reporting requirements. 

Consequently, even though the capital 

section of Part IIC of the FOCUS Report 

requires SBS Entities to complete the 

Regulatory Capital section using the 

instructions accompanying form FFIEC 

031 (‘‘Call Report’’), Covered Entities 

completing the capital section of Part 

IIC of the FOCUS Report pursuant to 

this Order may rely on local 

requirements to present the information 

on this section of the FOCUS Report.22

v. Report GAAP Used in Memo Field to 

the FOCUS Report 

As discussed in the 2021 Manner and 

Format Order, the manner and format 

condition in the Commission’s 

substituted compliance orders requires 

Covered Entities to file periodic 

unaudited financial and operational 

information with the Commission or its 

designee in the manner and format 

required by Commission rule or order 

and present the financial information in 

the filing in accordance with GAAP that 

the Covered Entity uses to prepare 

general purpose publicly available or 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 245 / Friday, December 20, 2024 / Notices 104279 

23See paragraph (e) of the ordering language 

below. In particular, the Covered Entity needs to 

report this information in the memorandum field 

for line item 12003 or 12004 (as applicable) of the 

FOCUS Report Part II if not prudentially regulated 

or line item 12820 or 12821 (as applicable) of the 

FOCUS Report Part IIC if prudentially regulated. 

24See paragraph (f) of the ordering language 

below. 

25Covered Entities may convert local currencies 

at a ‘‘top-line’’ level to U.S. dollars at the spot rate 

applicable on the ‘‘as of’’ date of the reported 

amount. 

26 If the Covered Entity files a Call Report in the 

U.S. with a prudential regulator pursuant to the 

instructions for the Call Report, it should follow the 

instructions in the FOCUS Report Part IIC to report 

information in that report to the extent the same 

information is reported by the Covered Entity in the 

Call Report. 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The Exchange previously filed to amend the Fee 

Schedule on November 29, 2024 (SR–NYSEAMER– 

2024–74), for December 2, 2024 effectiveness, and 

withdrew such filing on December 11, 2024. 

available to be issued financial 

statements in the home jurisdiction. 

Under this Order, the Covered Entity 

must notify the Commission in a 

memorandum field accompanying the 

FOCUS Report the GAAP it uses to 

present the financial information in the 

filing.23

vii. Follow FOCUS Report Instructions 

Unless Inconsistent With This Order 

Finally, as discussed in the 2021 

Manner and Format Order, the Covered 

Entity must follow the instructions for 

completing the FOCUS Report Part II or 

Part IIC, as applicable, to the extent the 

instructions are not inconsistent with 

the provisions of this Order.24 This 

includes presenting information in U.S. 

dollars (not in local currencies).25

However, a prudentially regulated 

Covered Entity filing the FOCUS Report 

Part IIC need not follow instructions 

referring to line items on the Call Report 

to the extent the Covered Entity does 

not report the required information in a 

Call Report pursuant to that 

instruction.26

IV. Conclusion 

It Is hereby ordered that a Covered 

Entity must meet the manner and format 

condition in a Commission order 

granting conditional substituted 

compliance with respect to Exchange 

Act Rule 18a–7 by: 

(a)(1) If not prudentially regulated, 

filing through the SEC eFOCUS system 

a FOCUS Report Part II 35 calendar days 

after the end of each month; or 

(2) If prudentially regulated, filing 

through the SEC eFOCUS system the 

FOCUS Report Part IIC 35 calendar days 

after the end of each quarter; 

(b)(1) If not prudentially regulated, 

entering the required information on the 

line items (as applicable) highlighted on 

the FOCUS Report Part II, as specified 

on the Commission’s website, on the 

FOCUS Report Part II filed pursuant to 

paragraph (a)(1) above; or 

(2) If prudentially regulated, entering 

the required information on the line 

items (as applicable) highlighted on the 

FOCUS Report Part IIC, as specified on 

the Commission’s website, on the 

FOCUS Report Part IIC filed pursuant to 

paragraph (a)(2) above; 

(c) Presenting the information in the 

FOCUS Report Part II or Part IIC (as 

applicable) filed pursuant to paragraph 

(a) above at the entity level of the 

Covered Entity on the same basis 

(consolidated or unconsolidated) that 

the Covered Entity presents information 

in the financial reports it files in its 

home jurisdiction; 

(d) Completing the Regulatory Capital 

section of the FOCUS Report Part IIC 

and presenting the information in that 

section in accordance with the reporting 

requirements of the Covered Entity’s 

home jurisdiction; 

(e) Identifying the generally accepted 

accounting principles being used to 

present the information in the FOCUS 

Report Part II or Part IIC (as applicable) 

filed pursuant to paragraph (a) above in 

the memo field for line item 12003, 

12004, 12820, or 12821 (as applicable) 

of the report in the SEC eFOCUS 

system; and 

(f) Reporting the information in the 

FOCUS Report Part II or Part IIC (as 

applicable) filed pursuant to paragraph 

(a) above in accordance with the 

instructions for those reports; except 

that the Covered Entity can report the 

information: 

(1) In a manner consistent with a 

condition of this Order, if the 

instruction conflicts with the condition; 

or 

(2) In a manner consistent with the 

requirements of its home jurisdiction, if 

the instruction on the FOCUS Report 

Part IIC requires information submitted 

on the Call Report and the Covered 

Entity does not report the required 

information on a Call Report. 

By the Commission. 

Dated: December 16, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–30377 Filed 12–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101920; File No. SR– 

NYSEAMER–2024–77] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Modify the NYSE 

American Options Fee Schedule 

December 16, 2024. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on December 

11, 2024, NYSE American LLC (‘‘NYSE 

American’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to modify the 

NYSE American Options Fee Schedule 

(‘‘Fee Schedule’’) regarding the charges 

applicable to Manual transactions by 

NYSE American Options Market 

Makers. The Exchange proposes to 

implement the fee change effective 

December 11, 2024.4 The proposed rule 

change is available on the Exchange’s 

website at www.nyse.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 


ddrumheller on DSK120RN23PROD with NOTICES1